NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
G4G Capital Corp. (TSX VENTURE:GGC) – (“G4G”) is pleased to announce that, further to its news release dated September 21, 2016, the option (the “Option”) to purchase 21 properties, comprising approximately 12,301 quartz claims (the “Properties”), located in the White Gold District of the Yukon Territory, from Shawn Ryan and Wildwood Exploration Inc. (the “Vendors”) has become effective.
The 12,301 quartz claims, covering approximately 249,000 Ha (2,490 Square Kilometers), are grouped in 6 project areas covering various prospective geological terrain in the White Gold District (see diagram attached as Schedule A). The Properties represent all of Mr. Ryan’s precious metal interests located in the White Gold District of the Yukon Territory that are not in a current joint venture with third parties. The Properties range from grass roots targets, where ridge and spur soil geochemical sampling has identified targets for more detailed follow up exploration, to more advanced exploration targets where grid soil geochemical sampling, mapping, geophysical surveys and very limited drilling campaigns have been conducted. In total over $25 million has been previously spent exploring the 21 Properties.
Description of Option
In order for G4G to exercise the Option it will:
- issue 7 million common shares of G4G (“Common Shares”) to the Vendors of which 1 million have been issued, and 6 million are issuable within 18 months; and
- pay to the Vendors cash consideration of C$3.5 million payable in five installments, C$500,000 (which amount has been paid), C$500,000 in 12 months, C$500,000 in 24 months, C$1 million in 36 months and C$1 million in 48 months.
G4G and the Vendors have entered into a definitive option agreement (the “Option Agreement”) dated October 27, 2016 (the “Effective Date”) which supersedes and replaces the letter agreement which was originally signed to set forth the basic terms and conditions of the Option. G4G has also entered into enter into a consulting agreement with Shawn Ryan pursuant to which, Mr. Ryan will be appointed Chief Technical Advisor of G4G for a five year period from November 1, 2016.
The Private Placement
In connection with the Option, G4G also announces the closing of a non-brokered private placement (the “Private Placement”) for gross proceeds of C$3,000,000 through the issuance of units (“Units”) at a price of C$0.20 per Unit. Each Unit consists of one Common Share and one share purchase warrant (a “Warrant”), with each Warrant entitling the holder to acquire one additional Common Share at an exercise price of C$0.27 for a Common Share for a period of three years from the Effective Date.
Proceeds from the Private Placement will be used to partially finance the exercise of the Option, to finance the exploration of the Properties, and for general corporate purposes. All securities issued under the Private Placement will be subject to a hold period of four months and one day from the date of issuance of the securities. In addition, the Common Shares comprising, in part, the Units, and the Common Shares issuable upon exercise of the Warrants will be subject to a pooling arrangement. The Common Shares will be released from the pooling arrangement in four equal tranches of 25%, with the first tranche being released on the date that is nine months from the date of issuance of the Units, and the second, third and fourth tranches being released on the dates that are 12 months, 15 months and 18 months, respectively, from the date of issuance of the Units.
Following the issuance of Common Shares pursuant to the Option (to date) and the Private Placement, G4G has 39,725,986 Common Shares issued and outstanding.
Jodie Gibson, P. Geo of GroundTruth Exploration Inc., has acted as the qualified person under National Instrument 43-101 and has reviewed and approved the content of this news release.
This news release contains forward-looking information within the meaning of applicable securities legislation. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Such statements include, without limitation, statements regarding the future results of operations, performance and achievements of G4G, including exercise of the Option, and use of proceeds. Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct. All such forward-looking information is based on certain assumptions and analyses made by G4G in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. This information, however, is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Important factors that could cause actual results to differ from this forward-looking information include those described under the heading “Risks and Uncertainties” in G4G’s most recently filed MD&A. G4G does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to purchase securities. The securities to be offered in the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the benefit or account of, a U.S. person, except pursuant to an available exemption from such registration requirements.
To view Schedule A, please visit the following link: http://media3.marketwire.com/docs/G4G_Capital_ScheduleA_Oct28.pdf
G4G Capital Corp.
Chief Financial Officer